IMF Committee on Balance of Payments Statistics

Balance of Payments Technical Expert Group (BOPTEG)

___________________________________________________________________________

BACKGROUND PAPER BOPTEG ISSUES # 12 and 13

BORDERLINE BETWEEN LOANS AND DEBT SECURITIES

Prepared by Pierre Sola1

European Central Bank

October 2004

1 This note has benefited from helpful comments from colleagues in the ECB’s Directorate General Statistics, as well as from the Statistics Committee of the ESCB. However,
this note should be regarded as reflecting only the views of its authors.

BOPTEG Background Paper 12 and 13 Borderline Between Securities and Loans.doc

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Introduction

1. In the course of the analysis of methodological and practical differences between the balance of
payments (b.o.p.) and the flows derived from the MFI consolidated balance sheet, the need has arisen to
clarify possible discrepancies in the borderline between debt securities and loans. The main issue at stake
is whether a discrepancy exists in the criteria used for classifying these non-negotiable debt securities
under portfolio investment or other investment in the b.o.p., and as debt securities or deposits/loans in the
MFI consolidated balance sheet.

2. Resolving this issue in a consistent manner for the underlying statistics is of particular relevance in
compiling the monetary presentation of the euro area b.o.p. and euro area financial accounts and for a
proper compilation of the euro area portfolio investment liabilities2.

3. In the context of the current review of international statistical standards, it may be appropriate to
consider an amendment to the relevant statistical Manuals, in order to clarify the criteria to be applied for
this distinction. Furthermore, some specific guidance may be needed at EU level in order to foster a
common treatment of borderline cases.

The following recommendations are put forward:

• the reference to the first criterion in paragraph 25 of this note, i.e. that “legal and technical
arrangements related to the instrument are defined by the issuer to allow for a regular
trading of the instrument” may be considered for inclusion in the SNA and related Manuals
in order to clarify the distinction between a debt security and a loan;

• the additional criteria and procedures as proposed in paragraph 26 of this note should also
be considered for inclusion in international statistical standards and/or related guidance.

2
Euro area positions in portfolio investment liabilities are compiled by consolidating securities issued by euro area residents
and held by euro area investors (similarly for transactions). Any bilateral asymmetries in the consideration of instruments
either within or outside portfolio investment by the country of the issuer and that of the investor have a direct repercussion on
the euro area aggregates.

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Current standards and guidance

4. Regarding the international statistical standards, the SNA 93 mentions in paragraph 11.53 that the
“classification scheme is based primarily on two kinds of criteria: the liquidity of the asset and the legal
characteristics that describe the form of the underlying creditor/debtor relationship. The concept of
liquidity embraces other more specific characteristics - such as negotiability, transferability, marketability
or convertibility - and these characteristics play a major role in determining the categories, although they
are not separately identified in a systematic way.” It states that securities other than shares (paragraph
11.74) includes “bills, bonds, certificates of deposit, commercial paper, debentures, tradable financial
derivatives, and similar instruments normally traded in the financial markets.” By contrast, according to
paragraph 11.83, loans include “all financial assets that: (a) are created when creditors lend funds directly
to debtors; (b) are evidenced by non-negotiable instruments; or (c) for which the lender receives no
security evidencing the transaction.”

5. The IMF Balance of Payments Manual, 5th edition (BPM5) provides the following information in
relation to the identification and classification of debt securities:

- Paragraph 387 states that “the major portfolio investment components […] are equity securities and
debt securities, both usually traded (or tradable) in organised and other financial markets”;

- Paragraph 415 mentions that “an arrangement in which the lender either receives no security
evidencing the transaction or receives a non-negotiable document or instrument” should be recorded
under other investment;

- Paragraph 421, however, indicates that “non-transferable savings deposits, time deposits, and shares
(evidence of deposits) which are legally (or practically) redeemable on demand or on short notice – in
savings and loans associations, credit unions, building societies, etc” should be included in other
investment.

6. According to paragraph 3.8.4 of Chapter 3 of the B.o.p. Book3, the definition agreed by the Working
Group on Balance of Payments and External Reserves Statistics for negotiable securities, i.e. to identify
those instruments that should be classified under the portfolio investment account, covers in principle
those usually traded in secondary markets (‘criterion of tradability’). As an additional criterion, the B.o.p.
Book indicates that “this definition includes those instruments structured in the form identical to
instruments of a negotiable nature, even though they may not actually be traded in organised (secondary)
markets and may be placed directly with investors through – publicly announced – private offerings and
held to maturity.”

7. As a result, instruments structured in a large number of identical documents of a tradable (negotiable)

nature are to be treated and classified under the portfolio investment account, even though they may not

3
European Union b.o.p./i.i.p. statistical methods, ECB, November 2003.
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be traded on secondary markets and may be placed in circulation through private offerings. Only
securities incorporating relevant restrictions on the purchase and sale of the instrument would be
classified as ‘non-negotiable debt securities’ and recorded under other investment.

8. ESA 95 provides the following additional information:

- Paragraph 5.50, related to “securities other than shares” mentions that they are “bearer instruments,
[…] usually negotiable and traded on secondary markets or can be offset on the market.” 5.51 adds
that “are typically represented by documents intended to circulate”.

- Paragraph 5.69, describes loans as financial assets “which are either evidenced by non-negotiable
documents or not evidenced by documents”; negotiability (or tradability, or marketability) is
therefore the basic distinction criterion as mentioned in 5.77 that states that “the distinction […] can
be based on the degree of marketability”. Further mentioning to the basic criterion is made in
paragraph 5.64b, that states that “transactions in non-negotiable [long term] securities [other than
shares and financial derivatives] are classified in [long term] loans”, and in paragraph 5.59, which
mentions that short term similar securities do not include securities “whose negotiability, while
theoretically possible, is very restricted in practice”.

- Paragraph 5.79 marks a borderline in terms of trading practices: “Secondary trade in loans exists.
However, individual loans are only traded incidentally. In cases where a loan becomes negotiable on
an organised market, it is to classify in the category securities other than shares. An explicit
conversion of the original loan is normally involved (see paragraphs 5.62. j and 5.62. k).”

- Apart from tradability, additional distinguishing characteristics are set out in paragraph 5.78:
“Security issues consist of a large number of identical documents, each evidencing a round sum,
which together form the total amount borrowed. Compared with this, loans are evidenced in most
cases by a single document and transactions in loans are carried out between one creditor and one
debtor. In the case of syndicated loans, however, the loan is granted by several creditors.” Also
paragraph 5.80 adds: “the conditions of non-standard loans are usually the result of negotiation
between the creditor and the debtor. This is an important criterion which facilitates a distinction
between non-standard loans and securities other than shares”.

9. Regulation ECB/2001/13 concerning the consolidated balance sheet of the MFI sector classifies as
loans: “funds lent by reporting agents to borrowers, which are not evidenced by documents, or are
represented by a single document (even if it has become negotiable).” This includes in particular
“holdings of non-negotiable securities,” i.e. “holdings of securities other than shares and other equity
which are not negotiable and cannot be traded on secondary markets.” Conversely, the Regulation
incorporates among securities those instruments “which are negotiable and usually traded on secondary
markets or can be offset on the market, and which do not grant the holder any ownership rights over the
issuing institution.” It includes inter alia “negotiable loans that have been restructured into a large number
of identical documents and that can be traded on secondary markets.”

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10. Furthermore, the IMF Monetary and Financial Statistics Manual (MFSM) states in paragraph 134 that
“Securities other than shares are negotiable instruments serving as evidence that units have obligations to
settle by means of providing cash, a financial instrument, or some other item of economic value. […]
Loans that have become negotiable de facto should be classified under securities other than shares.” By
contrast, “loans are financial assets that (1) are created when a creditor lends funds directly to a debtor
and (2) are evidenced by non-negotiable documents” (paragraph 139)4.

11. The External Debt Statistics Guide defines loans (paragraphs 3.28) as including “those financial
assets created through the direct lending of funds by a creditor (lender) to a debtor (borrower) through an
arrangement in which the lender either receives no security evidencing the transactions or receives a non-
negotiable document or instrument”. It adds in paragraph 3.29 that “if a loan becomes tradable and is, or
has been, traded in the secondary market, the loan should be reclassified as a debt security. Given the
significance of reclassification, there needs to be evidence of secondary market trading before a debt
instrument is reclassified from a loan to security”. Portfolio investment is defined in paragraphs 3.19 to
3.22 and refers to instruments “usually traded (or tradable) in organised and other financial markets,
including over the counter (OTC) markets”.

12. The Financial Terminology Database (created by the Bank of England and currently maintained by
the ECB) provides guidance on the treatment to be applied in b.o.p./i.i.p. statistics to a number of
instruments “close to the border” and which should be regarded as negotiable, i.e. portfolio-related,
instruments. In particular:

- Certificates of deposits: “a small minority of CDs are known to be non-negotiable and should, where
material, be classified as other investment”;

- Schuldscheine: “are not quoted on any securities exchange”, and “should be classified as debt
instruments as they are negotiable”; they are part of the sub group of “tradable loans”;

- Eurobond “treat as bonds and notes. Some difficulty may be experienced in recording privately
placed issues (in particular the so-called “private private placements”);”

- Commercial paper: money market instruments in the portfolio investment account;

- Bankers’ acceptance: money market instruments in the portfolio investment account.

Some other instruments might call for some clarification, moreover the list changes over time as long as
financial innovation plays a role.

13. The instrument classification of financial instruments in international accounting standards is defined
mainly in IAS 32 (financial instruments: disclosure and presentation). The main categories of instruments
are financial assets, financial liabilities, equity instruments and derivatives financial instruments. The

4
This wording is nearly identical to that of the IMF Government Finance Statistics Manual, in paragraphs 7.104 and 7.110.
The latter manual also uses the word "marketable": "loans that have become marketable in secondary markets" have to be
classified as securities other than shares (paragraph 7.111).
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Application Guidance to this standard states5 that “loans receivable and payable” and “bonds receivable
and payable” are examples of financial assets/liabilities, but does not provide more detailed definitions.

14. IAS 30, which refers to the disclosures in the financial statements of banks and similar financial
institutions, includes a requirement to disclose (inter alia) “government and other securities held for
dealing purposes”, “placements with, and loans and advances to, other banks”, “other money market
placements”, “loans and advances to customers” and “investment securities”. However, again, no detailed
definitions of each of these instruments is provided.

15. At European level, the Council Directive of 8 December 1986 (as amended) on the annual accounts
and consolidated accounts of banks and other financial institutions also refers to instruments such as
“loans and advances”, “debt securities including fixed-income securities”, or “debts evidenced by
certificates”. The distinction between loans and securities seems to be based on articles 15 and 16, which
state that “loans and advances represented by debt securities or any other security” must be recorded as
debt securities. Furthermore, Article 19 mentions that “savings bonds shall be shown under the
corresponding sub-item only if they are not represented by negotiable certificates”. However, these
accounting rules do not provide a clear guidance on possible criteria to be used for statistical purposes6.

Issues arising from the current treatment

Difficulties raised by the definitions in current standards

16. Among the existing definitions, the use of the concepts of “tradability”, “marketability”, and
“negotiability” have not proved to be decisive criteria, as any loan may be on-sold, and the legal right to
sell an instrument also does also not permit to discriminate between loans and securities.

17. In addition, the above-mentioned definitions are currently not identical in each type of euro area
statistics, possibly due to the ambiguity associated with these concepts.

18. In particular, some doubts have been expressed regarding the classification of instruments such as
private placements in which the issuer prevents investors from trading without prior authorisation;
placement of a single instrument for the total amount of the issue and transferable for the total on OTC
markets; registered placements, other than of shares, with restrictive transfer clauses (among a restrictive
group of investors, and/or for the total placed); Schuldscheine; instruments which can be bought only by
individuals.

5
Paragraphs 3 and 4 of the “Application Guidance” to this standard.
6
These rules suggest that the exact borderline in accounting is left to national discretion.
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Why this treatment is of importance

19. Euro area b.o.p./i.i.p. compilers apply different compilation methods in portfolio investment and in
“other investment”: portfolio investment liabilities result from the consolidation of intra-euro transactions
and positions7, while the euro area other investment is built as the sum of extra euro area contributions.
As a result, a very clear homogeneous delineation of portfolio investment as opposed to other investment
is needed, and therefore of securities as opposed to loans and deposits. Furthermore, as noted in
paragraph 1, the monetary presentation of the euro area b.o.p., as well as the compilation of financial
accounts of the euro area, make it necessary to apply exactly the same criterion in all euro area statistics,
which current international statistical standards in the different areas do not warrant.

20. Within money and banking statistics, the distinction between securities and deposits on the liability
side has an impact on the assessment of M2 as compared with M3, as only the latter includes debt
securities (with a maturity up to two years). Furthermore, an accurate classification is required to ensure a
proper consolidation of both deposits and debt securities issued by euro area MFIs, when compiling
monetary aggregates. Taking for granted that an instrument will have the same original maturity
irrespective of whether it is classified as debt security or deposit, this distinction should have no impact
on the reserve base and hence the minimum reserves requirements. In addition, MIR statistics are
produced only regarding loans and deposits.

21. In all financial statistics8, the distinction between loans/deposits and debt securities has the following
consequences:

• Difference in valuation: while securities should be measured at market value, loans are assessed at
their nominal or book value9. Therefore, beyond the proper classification of instruments, the overall
assessment of e.g. the MFI consolidated balance sheet or the international investment position will be
affected by the valuation method.

• In this context, it may also be expected that a market price would be available for securities, while
this would not be the case for loans. However, (i) a number of securities traded on organised markets
do not show a reliable market price, as they are only occasionally traded; (ii) it is possible to
calculate a proxy of a market price for instruments for which no reliable market value is available, so
that the existence/non-existence of a market price cannot per se be a criterion to assess whether or
not an instrument is a security10;

• In the case of securities, issuers very often do not know who are the holders of the instruments,
which has in some cases significant practical implications for the collection of the data. In the case of

7
See footnote 1.
8
Except MIR statistics.
9
However, the valuation of loans is being discussed in the context of the review of international statistical standards: see in
particular the note entitled "The treatment of non-performing loans in macro-economic statistics", by Russel Freeman (IMF),
dated August 2004.
10
Still, it is expected that most securities would indeed have a market price.
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 loans and deposits, issuers can usually identify easily their counterpart11. This paves the way for the
existence of dissimilar compilation methods for these instruments (as is the case for the euro area
b.o.p./i.i.p.), which might be determinant for the final results.

• Loans and deposits are usually utilised as a residual category in some statistics (e.g. b.o.p. “other
investment”, which reflects in many cases the payments of transactions recorded in other items), and
may in some cases be difficult to interpret. On the contrary, portfolio investment can be interpreted
independently from the other items. In this context, any definition should ensure that payments of
other transactions should be excluded from “securities”.

Possible options

22. Existing definitions seem to distinguish:

• “Ex ante” characteristics of the instruments, i.e. features known from the day of their issuance, e.g.
the legal or technical characteristics of the instruments; and

• “Ex-post” aspects, i.e. criteria which may only be checked in the course of the “life” of the
instrument, such as whether securities are traded in practice. While the issuer may know already
when issuing a bond that it will be actively traded (e.g. a government bond), this can only be
effectively ascertained when looking at the actual trading.

23. From a practical point of view, the “ex post” criterion raises various difficulties:

• When the instrument is issued, it needs to be classified in one category, while the actual use of the
security may not yet be clear;

• The use of the instrument may change over time: it may for instance be actively traded for a few
weeks, and then be held by one large investor, and never be traded again. It would obviously be very
difficult to review the classification of all instruments and reallocate them depending on the latest
developments in the (organised and OTC) markets;

• Concepts such as “usually traded”, or “actively traded” are difficult to apply in a statistical reporting,
as they would need to be characterised by a quantified threshold, which would anyway be difficult to
define and costly to apply.

Proposed guidance

24. Taking into consideration these observations, it is proposed to apply ex ante criteria. The following
economically relevant technical and legal characteristics are suggested to identify securities (and to define
the borderline with loans)12:

11
Although there are some exceptions, for instance in the case of syndicated loans.
12
While recognising the need to take into account various criteria, appropriate prioritisation intends to avoid that their
coexistence allows for contradictory conclusions. A decision tree is provided in Annex 1.
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25. The general rule, which may be proposed to be incorporated in international standards, would be that
legal and technical arrangements related to the instrument are defined by the issuer to allow for a regular
trading of the instrument, i.e. the frequent purchase and sale of the instrument by a potentially13 large
number of entities.

26. In order to facilitate the implementation of this general rule, the following guidance may be proposed
(see decision tree in Annex 1):

(i) The following conditions could be used by compilers (and, where possible, by reporters)14, to assess
whether an instrument should be classified as a debt security, rather than a loan15:

• A sufficient, though not necessary, condition, would be that the instrument would have an ISIN
(or a CUSIP) code16;

• A sufficient, though not a necessary, condition would be that the instrument would be quoted on
an organised market17 [even though in practice it might be only very rarely traded there, so that
official prices obtained from that exchange might not be usable for valuation purposes];

• One necessary, though not sufficient, condition would be that the instrument should be structured
into a number of identical documents (conversely, a loan is usually contracted on the basis of a
single document with no constraints on the format);

• A second necessary condition would be the legal right to transfer instruments without a need for
an explicit and ad hoc authorisation from the issuer18.

(ii) Furthermore, specific guidance should be provided (possibly in a compilation guide, or specific
guidance to be agreed at EU level) some specific information on the most common instruments, in
order to reduce as much as possible the number of borderline cases. This guidance may be
summarised in a single document, e.g. the Financial Terminology Database19 (FTD). As already
pointed out in the ECB publication entitled “EU b.o.p./i.i.p. statistical methods”, the following
examples may be envisaged, assuming that they would meet the two "necessary" conditions
described under (i) above, but neither of the two sufficient conditions listed in the same (i) item:

13
I.e. not restricted.
14
National legislation defining debt securities and loans/deposits could also be used to distinguish these instruments, as long as
it is in line with the criteria described below.
15
This note does not cover the identification of equity securities and/or financial derivatives, and concentrates on cases where
compilers and/or reporters may have a doubt between a classification in debt securities or in loans/deposits.
16
Financial derivatives may also have an ISIN code, but are supposed to be identified separately by compilers and/or reporters:
see footnote 15.
17
Legal experts have mentioned that European legislation does not define "organised markets", but only "regulated markets".
However, it is thought that in practice, organised markets should be sufficiently easy to identify by statistics reporters and
compilers, on the basis of the availability of quotations to the general public.
18
Given that some instruments classified as loans may also satisfy this condition, this can only be a "necessary" condition, but
not a sufficient one for an instrument to be classified as a security.
19
This would obviously imply that this document, currently focusing on b.o.p./i..p. classifications, would be amended to reflect
the decisions made by the ECB/DGS for the classification of instruments in all euro area statistics. Furthermore, the
consultations of the STC regarding additional borderline cases would ensure that appropriate coordination and information
exchange takes place within the ESCB.

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 • Private placements;
• Tradable loans;
• Certificates of deposits.

(iii) As supplementary guidance, the existence of and, if so, the classification proposed by a CFI code –
a code defined by the norm ISO10962 and intended for use for equity and debt securities as well as
innovative financial products– should be seen as a presumption that the instrument is a security. An
overall correspondence of CFI codes with financial instruments may also be provided by a repository
(e.g. the FTD). However, this criterion would be only indicative and would not overrule the above-
mentioned criteria.

27. The outcome of these criteria might be incorporated into the ESCB’s Centralised Securities Database,
thus allowing for a full implementation of these criteria, especially in case of security-by-security data
collection.

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ANNEX 1: DECISION TREE

New instrument is issued (deemed by compilers to be either a debt security or a loan)

Is the instrument designed to allow for a regular trading i.e. the frequent purchase and
sale of the instrument by a potentially large number of entities?

clear yes not fully clear clear no

security Loan

Has the instrument an ISIN (or a CUSIP) code?

yes no
security

Is the instrument quoted on organised markets?

yes no
security

Is it structured into a number of identical documents?

yes no
loan

Has the holder the legal right to transfer the instrument without a
need for an explicit and ad hoc authorisation from the issuer?

yes no
loan

Is the instrument part of the categories for which special

guidance is available [to be summarised in the FTD]?

no yes either security or

loan

Decision to be made by ECB/DGS for each type of instrument

on a case by case basis (taking into account STC consultation
and other information, e.g. CFI code), and to be integrated into
the FTD.

ECB/DG-S decision

loan or
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